Colson (Kyle Schmid) is a downtown artist who is trying to make a living from his paintings. His brother Sam (Lucas Till) arrives in town to spend time with him and get away from the trouble back home.

The brothers’ first night is spent at an underground nightclub where they meet sexy and alluring singer Fran (Sonja Kinski). A fierce romance erupts between Colson and Fran but despite their passion, nothing can prepare them for the betrayal, obsession and destruction that this union will unleash.